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                                                                   Exhibit 10.41

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into as of the 15th
day of February, 1996, by and between Reddi Brake Supply Corporation, a Nevada
corporation ("Employer"), and S. Gerald Birin ("Employee"), with reference to
the following facts:

         A.      Employee wishes to be employed by Employer.

         B.      Employer and Employee wish to enter into this Agreement to
assure Employer of the services of Employee and to set forth the rights and
duties of the parties.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties agree as follows:

        1.    Employment

              1.1         Employer hereby employs Employee, and Employee hereby
accepts and agrees to employment, on the terms and conditions set forth herein.

              1.2         Employee shall serve as the Executive Vice President
and Chief Financial Officer of Employer and its wholly-owned subsidiary, Reddi
Brake Supply Company, Inc., a California corporation, and any other corporation
or other entity which is in control of or controlled by or under common control
with Employer, whether or not Employee is directly employed by such other
corporation or entity (collectively the "Affiliates"). In such capacity,
Employee shall have such authority and power to perform, and shall be
responsible for performing, all duties that are customary for an officer
holding such office, and shall have such other authority and perform such other
duties as may be reasonably assigned by the President or Board of Directors of
Employer. Without limiting the generality of the foregoing, Employee shall be
responsible, subject only to the direction of the President and the Board of
Directors of Employer, for management of the financial, accounting, human
resource and other administrative functions of Employer and the Affiliates,
including regular consultation with and supervision of other officers and
employees. Employee agrees to observe and comply with the reasonable written
rules and regulations of Employer, as from time to time in effect, with respect
to the performance of his duties and his employment hereunder and to carry out
and perform all reasonable written orders, directions and policies announced to
him by the President or the Board of Directors.

              1.3         Employee agrees that, except during vacation periods
or in accordance with Employer's personnel policies covering reasonable periods
of leave or illness or other incapacitation, Employee shall devote
substantially all of his business time and services to the business and
interests of Employer. Employee shall perform the duties of his office and
those assigned to him by Employer's Board of Directors in good faith, to the
best of his ability. It is understood that Employer shall employ a person
selected by Employee as Employee's secretary.

              1.4         Employee shall not, without the prior written consent
of Employer, directly or indirectly, during the term of his employment:





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                      (a)         Render services of a business, professional
or commercial nature to any other corporation, partnership, proprietorship,
firm, association or other entity, whether for compensation or otherwise;
provided, however, services as an officer or director of a nonprofit or
professional organization or, subject to paragraph 1.4(b) below, as a director
of two or fewer corporations (other than nonprofit or professional
organizations) shall not be prohibited by any provision of this Agreement; or

                      (b)         Engage in any activity competitive with
Employer's business, whether alone, as a partner, or as an officer, director,
employee or shareholder of or consultant to any other corporation, partnership,
proprietorship, firm, association or other entity; provided, however, ownership
of not more than one percent (1%) of the outstanding securities of any publicly
traded corporation or other entity shall not be deemed to be so competitive or
otherwise prohibited by any provision of this Agreement.

        2.       Term of Employment

                 Subject to the provisions for termination provided in
paragraph 8, Employee's term of employment by Employer shall commence as of the
date first above written and shall continue until the close of business on the
third (3rd) anniversary thereof (the "Initial Period"), provided, further, that
Employee's term of employment hereunder may be extended, at the election and
discretion of Employer or Employee, for an additional period (the "Option
Term") of one (1) year following such third (3rd) anniversary by delivery of
written notice of election to the other no less than ninety (90) days before
such third (3rd) anniversary. In the event that Employer or Employee elects to
continue this Agreement for the Option Term, the word "Term" shall collectively
refer to the Initial Term and the Option Term.

        3.    Compensation

              3.1         As base compensation (the "Base Salary") for all
services rendered by Employee hereunder, Employee shall receive salary at the
rate of $150,000 per annum; provided that, if Employer achieves net income or
"break even" (i.e., no net loss) for its fiscal quarter ending June 30, 1996 or
September 30, 1996 (determined according to generally accepted accounting
principles with respect to Employer and the Affiliates on a consolidated
basis), the Base Salary shall be $175,000 per annum beginning July 1, 1996, or
October 1, 1996, as applicable. After July 1, 1996, or October 1, 1996, as
applicable, the Base Salary shall be reviewed annually and possible increases
shall be considered in good faith by Employer's Board of Directors. The Base
Salary shall be payable in accordance with Employer's regular payroll policies
and practices in accordance with Employer's regular payroll periods.

              3.2         In addition to the Base Salary, (a) if Employer
achieves a net income of at least $250,000 (determined before interest payments
and income taxes according to generally accepted accounting principles with
respect to Employer the Affiliates on a consolidated basis (the "Consolidated
Adjusted Net Income")) for its fiscal quarter ending June 30, 1996, Employer
shall pay Employee a bonus of $25,000.  Beginning with the fiscal year ending
June 30, 1997, Employer shall pay Employee, not later than ten (10) days
following availability of Employer's audited





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financial statements for such fiscal year, an annual bonus of at least
$25,000 and no more than $100,000, as follows:

EMPLOYER'S CONSOLIDATED                    AMOUNT OF
ADJUSTED NET INCOME                        BONUS FOR
FOR FISCAL YEAR                            SUCH FISCAL YEAR

$0 - 1,999,000                             $25,000
$2,000,000 - 2,999,999                     $50,000
$3,000,000 - 4,999,999                     $75,000
$5,000,000 or more                         $100,000

              3.3         As additional compensation, Employer shall pay
Employee an amount equal to the following applicablepercentages of the net cash
proceeds to Employer or an Affiliate from the issuance of any stock or
subordinated debt of Employer or an Affiliate on or before June 30, 1996,
(excluding any stock issued pursuant to any presently outstanding options,
warrants, or convertible securities or any employee or director stock option or
other employee benefit plan of Employer or an Affiliate or pursuant to any
presently outstanding options, warrants or convertible securities, and
subordinated debt or stock the proceeds of issuance of which are immediately
used to retire other stock or subordinated debt of Employer or an Affiliate),
payable not later than thirty (30) days after receipt of such cash:

MAXIMUM FEES AND COSTS PAYABLE BY          APPLICABLE PERCENTAGE OF NET 
EMPLOYER AS PERCENTAGE OF GROSS            CASH PROCEEDS TO EMPLOYER
PROCEEDS RAISED/SECURITIES ISSUED/
MAXIMUM DISCOUNT OF OFFERING PRICE
TO MARKET PRICE

10% payable in Cash/                       Six-Tenths of One Percent (.6%)
10% in Warrants/
20% Discount

11% payable in Cash/                       Five and One-Half Tenths of One 
11% in Warrants/                           Percent (.55%)
21% Discount

12% payable in Cash/                       Five-Tenths of One Percent (.5%)
12% in Warrants/
22% Discount

13% payable in Cash/                       Four and One-Half Tenths of One 
13% in Warrants/                           Percent (.45%)
23% Discount





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14% payable in Cash/                       Four-Tenths of One Percent (.4%)
14% in Warrants/
24% Discount

15% payable in Cash/                       Three and One-Half Tenths of One
15% in Warrants/                           Percent (.35%)
25% Discount

Over 15% payable in Cash/                  0
Over 15% in Warrants/
Over 25% Discount

[For example, if Employer pays aggregate fees and costs between 10% and 11% of
the gross proceeds raised or if Employer grants the underwriter(s), placement
agent(s), broker(s) or finder(s) aggregate rights to acquire securities in an
amount between 10% and 11% of the securities issued to investors or if the
price of the Common Stock (or conversion price of convertible debt) is between
20% and 21% of a discount to the average trading price of Employer's Common
Stock for the ten (10) consecutive trading days prior to the closing of the
financing, THEN Employer shall pay Employee an amount equal to eight and
one-half tenths of one percent (.35%).]


              3.4         Subject to approval by Employer's shareholders at a
meeting properly noticed and held in accordance with applicable law and subject
to the further provisions of this paragraph 3.4, as additional compensation, if
there is a change in control (as defined in paragraph 8.1(e) below), during the
Term, Employer shall pay Employee an amount equal to forty percent (40%) of the
following amount:

FAIR MARKET VALUE OF "NET 
CONSIDERATION" RECEIVED                    PORTION TO WHICH EMPLOYEE'S 
BY EMPLOYER AND/OR ITS SHAREHOLDERS        PERCENTAGE IS APPLIED

$60,000,000 or less                        Zero (0)

More than $60,000,000 but not              Five percent (5%) of excess over 
  more than $100,000,000                     $60,000,000

More than $100,000,000 but                 $2,000,0000 plus seven-and-one-half
  not more than $125,000,000                 percent (7.5%) of excess over 
                                             $100,000,000

More than $125,000,000                     $3,875,000 plus ten percent (10%) of
                                             excess over $125, 000,000

As used herein, "net consideration" shall mean, as applicable, (a) the
aggregate amount of consideration (with the value of property other than cash
valued in good faith by Employer's





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Board of Directors) received by the Company and/or its stockholders in a Merger
or Asset Sale, or (b) with respect to a change of controlling shares, the
amount equal to the product of the number of shares of Employer's Common Stock
outstanding as of the date of the change of controlling shares multiplied by
the average closing price per share for the ten (10) consecutive trading days
beginning on such date.  Notwithstanding the foregoing, any amounts which would
otherwise be payable under this paragraph 3.4 shall be reduced to the extent
necessary to ensure that (a) Employee's "net after-tax proceeds" attributable
to all amounts payable by Employer to Employee (whether pursuant to this
Agreement or otherwise) which constitute "parachute payments" under Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), after
giving effect to such reduction, exceeds (b) the Employee's net after-tax
proceeds which would be attributable to all amounts payable by Employer to
Employee (whether pursuant to this Agreement or otherwise) which would
constitute "parachute payments" under Section 280G of the Code, if such
reduction had not been made.  For purposes of the preceding sentence,  (i) the
term "net after-tax proceeds" shall mean the portion of a parachute payment
which remains payable to Employee after Employee has paid federal, state, and
local income taxes on such parachute payment, and the excise tax imposed by
Section 4999 of the Code on any portion of such parachute payment which
constitutes an "excess parachute payment," (ii) the determination whether any
amount constitutes a "parachute payment" or an "excess parachute payment" shall
be made without regard to whether such payment constitutes "reasonable
compensation" for Employee's services within the meaning of Section 280G(b)(4)
of the Code, Proposed Treasury Regulation Section 1.280G-1 Q&A-9, Q&A-39, or
any successor provisions, and (iii) Employer's certified public accountant
shall determine the amount of all "parachute payments," "excess parachute
payments," "net after-tax proceeds," and, consequently, the amount of any
reduction in the payments to be made by Employer to Employee under this
paragraph 3.4, and such determination shall be final and binding upon Employer
and Employee.

        4.       Reimbursements

                 Employee is authorized to incur ordinary and necessary
expenses for promoting the business of Employer and fulfilling his duties
hereunder, including without limitation expenses for professional license fees,
dues and subscriptions, entertainment, travel (including actual costs incurred
for oil and gas and repairs and maintenance of an automobile), and similar
items. Employer shall reimburse Employee for all such expenses paid by Employee
upon the presentation by Employee of an itemized account of such expenditures.

        5.       Benefits

                 5.1      Employer shall pay Employee a nonaccountable
automobile allowance of $650 per month during the Term. In addition, Employee
shall be entitled to receive such vacation, sick leave, medical, dental, and
vision insurance (including spouse and dependent coverage thereunder) and other
benefits as from time to time generally become available to executive employees
of Employer in accordance with the then existing personnel policies of
Employer.





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              5.2         During the Term, subject to Employee's insurability,
Employer shall maintain, for the benefit of Employee, an individual disability
income insurance policy providing monthly benefits equal to two-thirds (2/3)
of Employee's monthly Base Salary then in effect during the period of any
disability of Employee, with a waiting period for commencement of benefits of
not more than six (6) months.

              5.3         Beginning on the first anniversary of the date first
set forth above and continuing through the Term, subject to Employee's
insurability, Employer shall pay to Employee an amount equal to the annual
premium on an individual whole life insurance policy on Employee's life in a
face amount equal to three (3) times the Base Salary then in effect, which
policy shall be owned by Employee or his designee and in which Employer shall
have no interest.

              5.4         If the principal administrative offices of Employer
are not moved to within thirty-five (35) miles of Employee's current residence
in Bel Air, California by June 30, 1997, Employer shall reimburse Employee for
his reasonable out-of-pocket costs (including closing costs, broker's
commission, moving costs, and similar costs) in selling or leasing his current
residence and purchasing or leasing a new residence within thirty-five (35)
miles of Employer's principal administrative offices, provided, however, that
such reimbursement shall not include any loss Employee may incur on the sale or
lease of his current residence or the purchase price or rental of his new
residence.

        6.       Trade Secrets

                 All information not disclosed to the public by Employer
regarding its business which is compiled by, obtained by or furnished to
Employee during the term of this Agreement is acknowledged to be confidential
information and the exclusive property of Employer. Employee specifically
agrees that he will not at any time, whether during or subsequent to the term
of Employee's employment by Employer, in any fashion, form or manner, unless
specifically consented to in writing by Employer, either directly or indirectly
use or divulge, disclose or communicate to any person, firm or corporation, in
any manner whatsoever, any confidential information of any kind, nature or
description concerning any matters affecting or relating to the business of
Employer, including, without limiting the generality of the foregoing, the
names, buying habits or practices of any of its customers, its marketing
methods and related data, the names of any of its vendors or suppliers, costs
of materials, the prices it obtains or has obtained or at which is sells or has
sold its products or services, sales costs, lists or other written records used
in Employer's business, compensation paid to employees and other terms of
employment or any other confidential information of, about or concerning the
business of Employer, its manner of operation or other confidential data of any
kind, nature or description, the parties hereto stipulating that as between
them the same are important, material and confidential trade secrets and affect
the successful conduct of Employer's business, and its goodwill, and that any
breach of any term of this paragraph is a material breach of this Agreement in
addition to other remedies available at law or in equity. All product brochures
and literature, mailing lists, lists of prospective or actual customers,
address or information listings, trade publication and address listings, trade
show attendee listings, equipment, notebooks, documents, memoranda, reports,
files, samples, books, correspondence, lists, computer disks and other written,
graphic or electronic





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records, and the like, affecting or relating to the business of Employer, which
Employee shall prepare, use, construct, observe, possess or control shall be
and remain Employer's sole property.

        7.       Employee's Duties on Termination

                 Upon the termination of the employment of Employee hereunder,
Employee agrees to promptly deliver to Employer all written, printed or
otherwise recorded materials of any kind whatsoever effecting or relating to
Employer's business, whether or not specified in paragraph 6, which are in his
possession or under his control.

        8.       Termination of Employment

              8.1         This Agreement and the employment of Employee
hereunder may be terminated at any time prior to the expiration of the term of
this Agreement as follows:

                      (a)         Upon the mutual agreement of Employer 
and Employee;

                      (b)         By Employer, if Employee dies or becomes
disabled by reason of sickness, physical or mental disability or any other
cause which materially impairs his ability to perform his duties under this
Agreement for one hundred twenty (120) consecutive days or more than one
hundred eighty (180) days during any one (1) year period;

                      (c)         By Employer, in the event (i) of conduct of
Employee involving material financial improprieties, embezzlement or fraud,
(ii) Employee has been convicted of plead guilty or no contest to any felony
involving monies or other property; or (iii) of willful misconduct by Employee
causing material harm to Employer, but only if (x) Employee shall have failed
to discontinue such misconduct within ten (10) days after receiving notice from
Employer that it will consider the continuation of such misconduct cause for
termination of this Agreement, or (y) the misconduct is of such nature that
Employer would be materially prejudiced thereby whether or not Employee
discontinues such misconduct;

                      (d)         By Employer, if Employee shall otherwise
materially default in the performance of his obligations, services or duties
hereunder or shall materially breach any provision of this Agreement, but only
if Employee shall not have discontinued the conduct giving rise to the right of
termination within thirty (30) days after receiving written notice from
Employer that it will consider the continuation of such conduct cause for
termination of this Agreement; or

                      (e)         By Employer, without cause, upon thirty (30)
days written notice to Employee, or if there is a "change in control" (as
defined below) at any time during the Term and Employee elects to terminate
this Agreement; provided, however, that in such event, Employee shall be
entitled to the severance benefits set forth in paragraph 8.3 below. As used
herein, a "change in control" means: (i) (A) a merger of Employer or an
Affiliate with or into any other entity in which Employer or an Affiliate is
not the surviving corporation or survives as a subsidiary of another entity,
(B) a consolidation of Employer or an Affiliate with any other entity, or (C)
the sale, lease or other disposition of all or substantially all of Employer's
or an Affiliate's





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assets or the adoption of a plan of complete liquidation of Employer or an
Affiliate or (ii) the acquisition by any person, entity or "group" (as
contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) of beneficial ownership or control of securities representing (A)
fifty percent (50%) or more of the combined voting power of Employer's
then-outstanding securities or (B) less than fifty percent (50%) of the
combined voting power of Employer's then-outstanding securities if, in
connection with such acquisition, the persons who were directors before such
transaction shall cease to constitute a majority of Employer's Board of
Directors; provided, however, that a change in control shall not be deemed to
have occurred solely as a result of any transaction between Employer and an
Affiliate.  As used herein, "merger or asset sale" means any transaction
described in clause (i) of the above definition of "change in control"; "change
of controlling shares" means any transaction described in clause (ii) of the
above definition of "change in control".

Termination of Employee's employment under paragraph 8.1(c) or 8.1(d) shall not
be in limitation of any other right or remedy Employer may have under this
Agreement or at law or in equity.

              8.2         If this Agreement is terminated by Employer pursuant
to paragraph 8.1(c) or 8.1(d), such termination shall be deemed "with cause".
In such event, or if Employee terminates this Agreement, Employer shall pay to
Employee, on the last day of his employment, all of Employee's Base Salary,
amounts payable pursuant to paragraph 3.3, pay in lieu of vacation, and other
benefits theretofore accrued but unpaid or untaken, and Employer shall pay to
Employee, within 10 days after availability of audited financial statements for
Employer's relevant fiscal year, bonuses (determined on a pro rata basis of the
amount provided for in paragraph 3.2). The pro rata portion of Employee's bonus
payable hereunder shall be determined by multiplying the amount otherwise due
to Employee under paragraph 3.2 had he remained employed by Employer through
the end of the then current fiscal year by a fraction, the numerator of which
is the number of full weeks he was employed in such fiscal year and the
denominator of which is fifty-two (52), provided, however, that the Employee
shall not be entitled to either such bonus if he terminates this Agreement
without giving at least 90 days prior written notice to Employee.

              8.3         If this Agreement is terminated pursuant to paragraph
8.1(b) or (e), in addition to the amounts provided in paragraph 8.2, Employee
shall receive: (a) an amount equal to the Base Salary, as provided in paragraph
3.1, for a continuing period of one (1) year following the date of termination,
provided, however, that, in the case of a termination pursuant to paragraph
8.1(b), the amounts so payable to Employee shall be reduced by the amounts
which Employee receives under the disability insurance policy described in
paragraph 5.2 above; (b) continuing medical, dental, and vision insurance
benefits as provided in paragraph 5.1 above, for Employee, his spouse and
dependents throughout the one (1) year period following the date of
termination; and (c) reimbursement of any outplacement fees incurred by
Employee for counseling and employment searches, up to a maximum aggregate
amount of such reimbursement of $7,500. The amounts due Employee under this
paragraph 8.3 shall continue to be paid in the event of Employee's death or
total disability occurring within the one (1) year period following termination
and shall not be subject to any reduction in the event Employee commences other
employment during such period.





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              8.4         In the event Employee becomes entitled to any
payments under this paragraph 5, he acknowledges and agrees that such payments
shall be made in full satisfaction of all rights of Employee arising as a
result of the termination of his employment hereunder. Such payments shall be
subject to withholding for federal, state and local income taxes, social
security, disability and the like. In the event a payment is required for any
period which is less than a full month, the amount of the payment shall be
prorated.

              8.5         Nothing contained in this paragraph 5 shall be
construed as imposing on Employer an obligation to make a severance payment to
Employee if the employment of Employee is terminated pursuant to the provisions
of paragraph 8.1(a).

        9.       Other Covenants

              9.1         During the term of his employment, Employee agrees
that he will not undertake any planning for or organization of any business
activity competitive with Employer's business or combine or conspire with other
employees or representatives of Employer's business for the purpose of
organizing any such competitive business activity.

              9.2         During the term of his employment and for two (2)
years following his termination as an employee (the "Post-Termination
Period"), Employee agrees that he will not, directly or indirectly or by action
in concert with others, induce or influence (or seek to induce or influence)
any person who is engaged (as an employee, agent, independent contractor or
otherwise) by Employer to terminate his or her employment or engagement with
Employer.

              9.3         During the term of his employment and the
Post-Termination Period, Employee agrees that he will not, directly or
indirectly or by action in concert with others, induce or influence (or seek to
induce or influence) any corporation, partnership, proprietorship, firm,
association or other entity which is a customer or a supplier of goods or
services to Employer to terminate or alter its business relations with
Employer.

       10.       Severable Provisions

                 The provisions of this Agreement are severable, and, if any
one or more provisions may be determined to be judicially unenforceable, in
whole or in part, the remaining provisions, and any partially unenforceable
provision to the extent enforceable, in any jurisdiction, shall nevertheless be
binding and enforceable.

       11.       Waiver

                 Either party's failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions or prevent that party thereafter from enforcing each
and every other provision of this Agreement.

       12.       Enforcement





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                 Employer and Employee recognize and acknowledge that Employee
is employed hereunder in a position where Employee will be rendering personal
services of a special, unique, unusual and extraordinary character. Employee
agrees that the breach by him of this Agreement, including its covenants, could
not reasonably or adequately be compensated in damages in an action at law and
that Employee shall be entitled to injunctive relief, which may include but
shall not be limited to restraining Employee from rendering any services that
would breach this Agreement. However, no remedy conferred by any of the
specific provisions of this Agreement (including this paragraph 12) is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise. The
election of any one or more remedies by Employer shall not constitute a waiver
of the right to pursue other available remedies.

       13.       Governing Law

                 This Agreement and performance under it shall be construed in
accordance with and under the laws of the State of California.  Should a court
or other body of competent jurisdiction determine that any term or provision of
this Agreement is excessive in scope, such term or provision shall be adjusted
rather than voided and interpreted so as to be enforceable to the fullest
extent possible, and all other terms and provisions of this Agreement shall be
deemed valid and enforceable to the fullest extent possible.

       14.       Employee's Representations

                 Employee represents and warrants that he is free to enter into
this Agreement and to perform each of the terms and covenants of it. Employee
represents and warrants that he is not restricted or prohibited, contractually
or otherwise, from entering into and performing this Agreement and that his
execution and performance of this Agreement is not a violation or breach of any
other agreement between Employee and any other person or entity.

       15.       Notices

                 Any notice or other communication to be given hereunder shall
be in writing and shall be personally delivered, sent by United States
certified mail, sent by Federal Express or similar overnight express delivery
service, or sent by electronic facsimile (fax) or other similar electronic
means, with a copy to be sent the same day by regular U.S. mail. Notices to
Employer shall be addressed to Employer at its principal place of business, to
the attention of the President; notices to Employee shall be addressed to him
at 1110 Chantilly Road, Los Angeles, CA 90077, or, if different, the home
address last shown on the records of Employer, with a copy to Robert C. Kopple,
Esq., Kopple & Klinger, 2029 Century Park East, Suite 1040, Los Angeles, CA
90067. Any party may hereafter designate in writing to the other a different
address. Any such notice shall be deemed given (a) when personally delivered,
(b) 48 hours after deposit in the United States mail, addressed as aforesaid
with postage and certification fee prepaid, (c) one business day after having
been delivered to Federal Express or similar overnight express delivery





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service for overnight delivery, or (d) upon transmission by facsimile (fax) or
other similar electronic means.

       16.       Counterparts

                 This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

       17.       Attorneys' Fees

                 If any action at law or in equity is necessary to enforce or
interpret the provisions of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs, and necessary disbursements, in
addition to any other relief to which such party may be entitled at law or in
equity.

       18.       Entire Agreement

                 This Agreement and any Stock Option Agreement entered into by
and between the parties are the entire agreement between them and supersede all
prior agreements and understandings between the parties (whether written or
oral) regarding the subject matter hereof and may not be modified or terminated
orally. No modification, termination or attempted waiver shall be valid unless
in writing and signed by the party against whom the same is sought to be
enforced.

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       19.       Binding Agreement

                 The rights and obligations of Employer under this Agreement
shall inure to the benefit of and shall be binding on the successors and
assigns of Employer. Employee's obligations under paragraphs 6, 7, and 9 shall
continue in effect beyond the term hereof and shall be binding on Employee's
assigns, heirs, executors, administrators and other legal representatives.
Employer's obligation under paragraphs 8.2 and 8.3 shall continue in effect
beyond the term hereof and shall be binding of Employer's assigns and
successors.

       20.       Titles and Headings

                 Titles and headings to paragraphs in this Agreement are for
the purpose of reference only and shall in no way limit, define or otherwise
affect the provisions of it.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first set forth above.


"Employer"                        REDDI BRAKE SUPPLY CORPORATION,
                                  a Nevada corporation



                                  By: _______________________________________
                                      Its: Chairman of the Board



"Employee"                            _______________________________________
                                      S. Gerald Birin




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